CPI International, Inc. Announces Pricing of Initial Public Offering at $18 Per Share

PALO ALTO, Calif., April 27 /PRNewswire/ -- CPI International, Inc.
announced today the pricing of its initial public offering of 7,058,870 shares
of its common stock at $18 per share. The Company offered 2,941,200 of these
shares, while selling stockholders, which are funds controlled by affiliates
of The Cypress Group, offered the remaining 4,117,670 shares. The shares are
expected to begin trading tomorrow, April 28, 2006, on the Nasdaq National
Market under the symbol CPII. The underwriters have been granted a 30-day
option to purchase up to an additional 441,180 shares of common stock from CPI
International and an additional 617,651 shares from selling stockholders at
the initial public offering price, less the underwriting discount, to cover
any over-allotments. The offering is expected to close on or about May 3,
2006.

CPI International intends to use the net proceeds from the shares the
Company sells in the offering to repay, repurchase or redeem indebtedness and
to pay any associated early redemption costs, accrued interest and transaction
fees and expenses. CPI International will not receive any net proceeds from
the sale of shares by existing stockholders.

CPI International, Inc., headquartered in Palo Alto, California, is the
parent company of Communications & Power Industries, Inc., a leading provider
of microwave and radio frequency products for critical defense,
communications, medical, scientific and other applications. Communications &

Power Industries, Inc. develops, manufactures and distributes products used to
generate, amplify and transmit high-power/high-frequency microwave and radio
frequency signals and/or provide power and control for various applications.
End-use applications of these systems include the transmission of radar
signals for navigation and location; transmission of deception signals for
electronic countermeasures; transmission and amplification of voice, data and
video signals for broadcasting, Internet and other types of communications;
providing power and control for medical diagnostic imaging; generating
microwave energy for radiation therapy in the treatment of cancer and for
various industrial and scientific applications.

Certain statements included above constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements provide our current expectations or forecasts of
future events and include statements about our expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not
historical facts. Forward-looking statements are subject to known and unknown
risks and uncertainties, and many factors could cause actual events or results
to differ materially from future events or results expressed or implied by
these forward looking statements. These factors include, but are not limited
to, changing market trends and competition in the markets in which we sell our
products; our significant amount of debt and the restrictions and limitations
that are imposed on us in the agreements governing our debt; reductions in the
U.S. defense budget or a general decline in U.S. government expenditures; laws
and regulations relating to U.S. government contracts; the loss of any key
member of our management team; advances in existing technology or new
technology, unexpected costs incurred by us on our sales orders, our inability
to obtain raw materials and components and currency fluctuations, foreign
regulatory requirements and U.S. export restrictions. These and other risks
are described in more detail in our periodic filings with the Securities and
Exchange Commission. As a result of these uncertainties, you should not place
undue reliance on these forward-looking statements. All future written and
oral forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. New risks and uncertainties arise
from time to time, and it is impossible for us to predict these events or how
they may affect us. We undertake no duty or obligation to publicly revise any
forward-looking statement to reflect circumstances or events occurring after
the date hereof or to reflect the occurrence of unanticipated events or
changes in our expectations.